exhibit41.htm


    

      CERTIFICATE
OF DESIGNATION,

      PREFERENCES
AND RIGHTS

      OF

      SERIES B
PREFERRED STOCK

      OF
FORTERUS, INC.

      


      Forterus,
Inc., a corporation organized and existing under the laws of the State of Nevada
(the “CORPORATION"), hereby certifies that the Board of Directors of the
Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of
the Board of Directors, and in accordance with the provisions of its Certificate
of Incorporation  and Bylaws,  has and hereby authorizes a
series of the
Corporation's  previously  authorized  Preferred
Stock, par value $0.001 per share (the
"PREFERRED  STOCK"),  and hereby states the designation and
number of shares, and fixes the rights,
preferences,  privileges,  powers and restrictions thereof,
as follows:

      


                       SERIES
B PREFERRED STOCK DESIGNATION AND AMOUNT

      


                 One
Million  (1,000,000)  shares of
the  authorized  and  un-issued Preferred Stock of
the Corporation,  Par Value $.001,  are
hereby  designated as "SERIES B PREFERRED STOCK", with the following
rights,  preferences, powers, privileges, restrictions, qualifications
and limitations:

      


      1. Liquidation
Rights.

      


            Upon
the voluntary or involuntary dissolution, liquidation or winding up of the
corporation, the assets of the corporation available for distribution to its
shareholders shall be distributed in the following order and
amounts:

      


      a.
General.

      


            (i)  Series
B Stock and Common Stock.  Subject to payment in full of preferential
liquidation rights granted to any other Series of Preferred Stock, the holders
of shares of Series B Stock and the holders of Common Stock shall be entitled to
receive $1.00, appropriately adjusted for any stock dividend, split or
combination of such Series B Stock or Common Stock for each outstanding share of
Series B Stock or Common Stock held by them (the “Series B Stock and Common
Stock
Liquidation   Amount").  If  the  assets  of  the  corporation  shall  be
insufficient  to permit the payment of the full Series B Stock and
Common  Stock
Liquidation   Amount,   then  the  assets  of  the  corporation   available  for
distribution  shall
be  distributed  ratably  among
the  holders of the Series B Stock and the holders of Common Stock in
the same  proportions  as the aggregate of the Series B
Stock and Common Stock Liquidation Amount each such holder would
otherwise  be entitled to receive  bears to the
total  Series B Stock and Common
Stock  Liquidation  Amount that would  otherwise
be payable to all such holders, and no further  distribution to
other  shareholders of the corporation  shall be made. Upon
the completion of the preferential rights granted for any subsequent
series  of  Preferred  Stock  and
the  full  Series  B
Stock  and  Common  Stock Liquidation Amount, if
assets remain in the corporation, such remaining assets shall be distributed as
set forth in Section 1.a.(ii).

      


      (ii)
Participation. Subject to the payment in full of any preferred rights granted
for any subsequent series of Preferred Stock, and the payment in full of the
Series B Stock and Common Stock Liquidation  Amount as provided in
Section 1 a (i), if assets  remain in
the  corporation,  such  remaining  assets  shall
be distributed  to
the  holders  of  shares  of  Series
B Stock  and  Common  Stock together, who shall
each be entitled to receive their Pro Rata Amount; provided, that the rights of
the holders of shares of Series B Stock and Common  Stock are
subject  to
any  preferential  rights  granted  for  any  subsequent  series  of
Preferred  Stock.  "Pro Rata Amount"  means that
portion of remaining  assets to which a group would be
entitled  based on its percentage of the number of shares of Common
Stock  outstanding and the number of shares of Common Stock into which
the outstanding shares of Series B Stock could then be converted.

      


      b.  Treatment  of  Sales
of  Assets  or  Acquisitions.  The
sale of all or substantially  all of the assets of
the  corporation  or the  acquisition of the
corporation  by another entity by means of
merger,  consolidation  or otherwise,
resulting  in the  exchange of
the  outstanding  shares of
the  corporation  for securities of or
consideration  issued, or caused to be issued, by the acquiring entity
or any of its affiliates,  shall be regarded as a
liquidation  within the meaning of this Section 1.

      


      c.
Distributions Other Than Cash.  Whenever the distribution
provided for in this  Section 1 shall be payable
in  property  other than cash,  the value of such
distribution  shall be the fair market value of such property as
determined in good faith by the board of directors.

      


      2. Designation of SERIES B
PREFERRED STOCK

      


      a.
Designation

      


      The
SERIES B PREFERRED STOCK, consisting of 1,000,000 shares, authorized herein,
shall be designated herein as the “Series B Stock".  The rights,
preferences, privileges and restrictions of the Series B Stock are as described
herein.

      


      b.
Dividends

      


      Dividends
shall be declared and set aside for any shares of Series B stock in the same
manner and amount of any dividend issued to Common Stock holders.

      


      c. Voting
Power

      


      The
holders of shares of Series B Participating Preferred Stock shall have the
following voting rights:

      


                  (a)
Each share of Series B Participating Preferred Stock shall entitle the
holder thereof to one hundred (100) votes on all matters submitted to a vote
of the stockholders of the Corporation.

      


                  (b)
Except as otherwise provided herein or by law, the holders of shares of
Series B Preferred Stock and the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

      


                  (c)
Except as required by law, the holders of Series B Preferred Stock shall have no
special voting rights and their consent shall not be required (except to
the extent that they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.

      


      d. Liquidation
Rights

      


      Upon the
voluntary or involuntary dissolution, liquidation or winding up of the
corporation, the assets of the corporation available for distribution to its
shareholders shall be distributed in the order and amounts described in Section
1.

      


      e.
Remedies, Characterization, Other Obligations, Breaches and Injunctive
Relief.  The remedies provided to a Holder in this Certificate
of Designation shall be cumulative and in addition to all other remedies
available to such Holder under this Certificate of Designation, at law or in
equity (including without limitation a decree of specific performance and/or
other injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing contained
herein shall limit such Holder's right to pursue actual damages for any failure
by the Corporation to comply with the terms of this Certificate of
Designation. The
Corporation agrees with each Holder that there shall be no characterization
concerning this instrument other than as specifically provided herein. Amounts
set forth or provided for herein with respect to payments, conversion and the
like (and the computation thereof) shall be the amounts to be received by the
Holder hereof and shall not, except as expressly provided herein, be subject to
any other obligation of the Corporation (or the performance thereof). The
Corporation acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holders and that the remedy at law for any such
breach may be inadequate. The Corporation agrees, in the event of any such
breach or threatened breach, each Holder shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being
required.

      


      f.  Failure
or Delay not Waiver.  No failure or delay on the part of a
Holder in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.

      


      g.     Protective
Provisions.

      


                       So
long as shares of Series B Preferred Stock are outstanding, the Corporation
shall not, without first obtaining the approval of the Holders of at least
two-thirds (2/3) of the then outstanding shares of Series B Preferred
Stock:

      


                                (i)     alter
or change the rights, preferences or privileges of the Series B Preferred Stock
or any other capital stock of the Corporation so as to affect adversely the
Series B Preferred Stock;

      


                                (ii)    create
any new class or series of capital stock having a preference over or ranking
pari passu with the Series B Preferred Stock as to redemption, the payment of
dividends or distribution of assets upon a Liquidation Event or any other
liquidation, dissolution or winding up of the Corporation;

      


                                (iii)   increase
the authorized number of shares of Preferred Stock;

      


                                (iv)    re-issue
any shares of Series B Preferred Stock which have been converted in accordance
with the terms hereof;

      


                                (v)     issue
any Senior Securities (other than the Company's Series B Participating
Convertible Preferred Stock pursuant to the terms of the Company's Series A
Participating Convertible Preferred Stock) or Pari Passu Securities;
or

      


                                (vi)    declare,
pay or make any provision for any dividend or distribution with respect to the
Common Stock or any other capital stock of the Corporation ranking junior to the
Series B Preferred Stock as to dividends or as to the distribution of assets
upon liquidation, dissolution or winding up of the Corporation.

      


               In
the event that Holders of at least two-thirds (2/3) of the then outstanding
shares of Series B Preferred Stock agree to allow the Corporation to alter or
change the rights, preferences or privileges of the shares of Series B Preferred
Stock pursuant to the terms hereof, or to waive any rights of the Holders
hereunder, then the Corporation will deliver notice of such approved change to
the holders of the Series B Preferred Stock that did not agree to such
alteration or change (the "Dissenting Holders") and the Dissenting Holders shall
have the right for a period of thirty (30) days following such delivery to
convert their Preferred Shares pursuant to the terms hereof as they existed
prior to such alteration or change, or to continue to hold such Preferred
Shares.  No such change shall be effective to the extent that, by its
terms, it applies to less than all of the Holders of Preferred Shares then
outstanding.

      


      h. Transfer of
Share.

      


               A
Holder may sell or transfer all or any portion of the Preferred Shares to any
person or entity as long as such sale or transfer is the subject of an effective
registration statement under the Securities Act or is exempt from registration
thereunder and otherwise is made in accordance with the terms of the Securities
Purchase Agreement.  From and after the date of such sale or transfer,
the transferee thereof shall be deemed to be a Holder.  Upon any such
sale or transfer, the Corporation shall, promptly following the return of the
certificate or certificates representing the Preferred Shares that are the
subject of such sale or transfer, issue and deliver to such transferee a new
certificate in the name of such transferee.

      


      


      These
rights, preferences, privileges and restrictions of the Series B Preferred Stock
of Forterus, Inc., are hereby approved by the Board of Directors of Forterus,
Inc., at a meeting of the Board of Directors of the Corporation held on July 8,
2008

      


      WITNESS
the facsimile signature of the proper officers of the Company and its
corporate seal.  Dated as of July 8,  2008

      


      Forterus, Inc.

      


                                                  By:
/s/ Wade Mezey

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